FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[X] Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 For the fiscal quarter ended August 31, 1998 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from _____ to _____
Commission file number 0-10229
NORTHWEST GOLD, INC.
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(Exact Name of Registrant as Specified in its Charter)
WYOMING 81-0384984
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
877 NORTH 8TH WEST, RIVERTON, WY 82501
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(Address of principal executive offices) (Zip Code)
Registrant's telephone Number: (307) 856-9278
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NONE
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(Former name, address and fiscal year, if changed since last report)
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
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State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT OCTOBER 7, 1998
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Common stock, $.001 par value 26,797,500 Shares
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NORTHWEST GOLD, INC.
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Balance Sheet -- August 31, 1998 .............................3
Condensed Statements of Operations -- Three Months Ended
August 31, 1998 and August 31, 1997....................................4
Condensed Statements of Cash Flows-Three
Months Ended August 31, 1998 and August 31, 1997.......................5
Notes to Condensed Financial Statements .................................6
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.........................7
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K................................7
Signatures...............................................................8
2
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NORTHWEST GOLD, INC.
PART I. FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
CONDENSED BALANCE SHEETS
AUGUST 31, 1998
(Unaudited)
<TABLE>
ASSETS
CURRENT ASSETS:
<S> <C>
Cash and cash equivalents $ 10,900
Marketable Equity securities 11,900
--------
TOTAL CURRENT ASSETS 22,800
PROPERTY AND EQUIPMENT, at cost 29,000
Less accumulated depreciation (29,000)
---------
--
OTHER ASSETS 1,900
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$ 24,700
=========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - affiliates $ 73,700
SHAREHOLDERS' EQUITY
Common stock, $0.001 par value;
50,000,000 shares authorized,
26,797,500 shares issued and outstanding, 26,700
Additional paid-in capital 1,788,700
Accumulated deficit (1,870,100)
Unrealized holding gain on
marketable equity securities 5,700
-----------
(49,000)
-----------
$ 24,700
===========
</TABLE>
See accompanying notes to condensed financial statements.
3
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NORTHWEST GOLD, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
Three Months Ended
AUGUST 31,
------------------------
<S> <C> <C>
1998 1997
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REVENUES:
Interest $ 100 $ 100
COSTS AND EXPENSES:
General and administrative 6,600 2,900
-------- --------
NET INCOME (LOSS) $ (6,500) $ (2,800)
========== ==========
LOSS PER SHARE $ * $ *
========== ==========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 26,797,500 26,797,500
========== ==========
</TABLE>
* Less than $0.01 per share.
See accompanying notes to condensed financial statements.
4
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NORTHWEST GOLD, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
AUGUST 31,
------------------------
1998 1997
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (6,500) $ (2,800)
Adjustments to reconcile
net loss to net cash provided by
operating activities:
Increase in accounts
payable - affiliate 6,600 2,900
-------- --------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 100 100
-------- --------
NET INCREASE IN CASH AND
CASH EQUIVALENTS 100 100
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 10,800 10,400
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 10,900 $ 10,500
======== ========
See accompanying notes to condensed financial statements.
5
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NORTHWEST GOLD, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1) The Condensed Balance Sheet as of August 31, 1998 and the Condensed
Statements of Operations and cash flow for the three months ended August 31,
1998 and 1997, have been prepared by the Registrant without audit. In the
opinion of the Registrant, the accompanying financial statements contain all
adjustments (consisting of only normal recurring accruals) necessary to fairly
present the financial position of Registrant as of August 31, 1998 the results
of operations and cash flow for the three months ended August 31, 1998 and 1997.
2) Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these financial
statements be read in conjunction with the Registrant's May 31, 1998 Form
10-KSB.
3) The results of operations for the periods ended August 31, 1998 and
1997, are not necessarily indicative of the operating results which may be
experienced for the full year.
6
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
LIQUIDITY AND CAPITAL RESOURCES
The Registrant's working capital decreased during the most recently
completed quarter by $6,400 as compared to May 31, 1998. This decrease was as a
result of an increase of $6,500 in accounts payable to affiliates which was
offset by a $100 increase in cash. The increase in accounts payable was as a
result of USECB Joint Venture ("USECB"), a joint venture between U.S. Energy, a
major shareholder of the Registrant and Crested Corp.paying certain
administrative fees for Registrant and a management fee of $500 per month due
USECB. The increase in cash is as a result of interest earned on funds the
Registrant has deposited in interest bearing accounts.
The Registrant anticipates that it will be able to meet its capital
requirements for the remainder of the year ending May 31, 1999. However, the
Registrant must secure drilling or construction contracts or work out an
agreement on its accounts due to affiliates in order to continue operating
long-term.
RESULTS OF OPERATIONS
The Registrant had no revenues from operations during the most recently
completed quarter ended August 31, 1998 or the corresponding quarter of the
prior year ended August 31, 1997. In both periods however, the Registrant
recorded interest revenue of $100 on funds held in interest bearing accounts.
General and administrative costs increased by $3,700 during the quarter
ended August 31, 1998 from the same period of the previous year. This increase
was primarily in professional services that had not yet been billed for audit
fees during the period ended August 31, 1997.
The Registrant's operations consist primarily of administrative activities
associated with the preparation of reports and documents required by law.
PART II. OTHER INFORMATION
ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits. None.
(b) Reports on Form 8-K. There were no reports filed by the Registrant on
Form 8-K for the quarter ended August 31, 1998.
7
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.
NORTHWEST GOLD, INC.
(Registrant)
Date: October 7, 1998 By: /S/ HAROLD F. HERRON
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HAROLD F. HERRON,
Chief Executive Officer
Date: October 7, 1998 By: /S/ ROBERT SCOTT LORIMER
--------------------------------------
ROBERT SCOTT LORIMER,
Principal Financial Officer
and Chief Accounting Officer
8
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WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
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<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-1999
<PERIOD-START> JUN-01-1998
<PERIOD-END> AUG-31-1998
<EXCHANGE-RATE> 1
<CASH> 10,900
<SECURITIES> 11,900
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 22,800
<PP&E> 29,000
<DEPRECIATION> 29,000
<TOTAL-ASSETS> 24,700
<CURRENT-LIABILITIES> 73,700
<BONDS> 0
0
0
<COMMON> 26,700
<OTHER-SE> (75,700)
<TOTAL-LIABILITY-AND-EQUITY> 24,700
<SALES> 0
<TOTAL-REVENUES> 100
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,600
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,500)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,500)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,500)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
